UNITED STATES OF AMERICA
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION

Securities Exchange Act of 1934
Release No. 49310 / February 24, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11412

In the Matter of David Shane Lewis

Respondent.

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ORDER INSTITUTING PROCEEDINGS PURSUANT TO SECTION 15(b) OF THE SECURITIES EXCHANGE ACT OF 1934, MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission ("Commission") deems it appropriate and in the public interest that public administrative proceedings be and hereby are instituted pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 ("Exchange Act"), against David Shane Lewis, a/k/a/ David Kevin Lewis ("Lewis").

In anticipation of the institution of these proceedings, Lewis has submitted an Offer of Settlement to the Commission, which the Commission has determined to accept. Solely for the purposes of these proceedings and any other proceedings brought by or on behalf of the Commission or in which the Commission is a party, prior to a hearing pursuant to the Commission's Rules of Practice, 17 C.F.R. § 201.100 et seq., and, without admitting or denying the findings contained herein, except as to entry of the injunction and criminal conviction described below and the Commission's jurisdiction over him and over the subject matter of this proceeding, which are admitted, Lewis consents to the institution of public administrative proceedings, and the findings and remedial sanctions set forth below.

II.

On the basis of this Order and the Offer of Settlement submitted by Lewis, the Commission finds that:

A. From at least August 1997 until October 1998, Lewis was acting as an unregistered broker-dealer.

B. On December 5, 2003, Lewis was permanently enjoined from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 ("Securities Act") and Sections 10(b), 15(a)(1) and 15(c)(1) of the Exchange Act and Rules 10b-5 and 15c1-2 thereunder, in the civil action styled Securities and Exchange Commission v. David Shane Lewis, et al., Case No. 3:00-CV-0233-L, in the United States District Court for the Northern District of Texas. Lewis consented to the entry of the permanent injunction without admitting or denying any violation of the federal securities laws, as alleged in the Commission's Complaint.

C. The Commission's Complaint, referenced in paragraph B, above, alleges that Spartan Oil Corporation, a Texas entity controlled by Respondent Lewis, engaged in the development of oil and gas wells from 1997 through 1998. Lewis, the complaint alleges, caused Spartan to raise approximately $1.5 million from its sale of unregistered securities, in the form of undivided working interests in oil and gas wells, and unregistered units in a limited liability partnership. The Commission's complaint further alleges that Lewis and Spartan, through fraudulent means, sold unregistered Spartan oil and gas investments to the public and that Lewis received commissions for his sales. The complaint further alleged that at no time were either Lewis or Spartan registered with the Commission as a broker or dealer.

D. On December 8, 2000, in United States v. David Kevin Lewis, Case No. 3:00-CR-0064-M, the United States District Court for the Northern District of Texas entered a judgment of conviction against Lewis based on his plea of guilty to charges of securities fraud and conspiracy to commit mail fraud. The charges to which Lewis pleaded guilty alleged, inter alia, that Lewis committed securities fraud in connection with his role in the sale of Spartan oil and gas interests.

III.

In view of the foregoing, the Commission deems it appropriate and in the public interest to accept the Offer of Settlement of David Shane Lewis.

Accordingly, IT IS ORDERED that Respondent David Shane Lewis be, and hereby is, barred from association with any broker or dealer.

Any reapplication for association by the Respondent will be subject to the applicable laws and regulations governing the reentry process, and reentry may be conditioned upon a number of factors, including, but not limited to, the satisfaction of any or all of the following: (a) any disgorgement ordered against the Respondent, whether or not the Commission has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the conduct that served as the basis for the Commission order; (c) any self-regulatory organization arbitration award to a customer, whether or not related to the conduct that served as the basis for the Commission order; and (d) any restitution order by a self-regulatory organization, whether or not related to the conduct that served as the basis for the Commission order.